Don't Believe Everything You Read on the Yahoo Sale

If you believe everything you read about Yahoo (YHOO), then you’d expect the company to soon be drowning in takeover offers from upwards of 40 suitors. But Fortune has learned that many of the “bidders” identified by media reports have not even signed the 14-page nondisclosure agreement required to view Yahoo’s sale book. This doesn’t necessarily mean they won’t make a preliminary offer, but it makes it far less likely.

Take, for example, reported takeover interest from SoftBank, the Japanese conglomerate that owns stakes in Yahoo Japan, Alibaba (BABA) and Sprint (S). SoftBank would make sense as a bidder, in part because a deal might help Yahoo Japan eliminate the licensing fees it pays to Yahoo, but multiple sources familiar with the situation say that SoftBank never signed an NDA and has no plans to submit an offer. (The New York Times also reported Friday morning that SoftBank would not bid.)

Or General Atlantic, the private equity firm that reportedly was in talks with The Daily Mail about a joint bid. Fortune has learned that the two groups never discussed working together, nor have any plans to do so.

Microsoft (MSFT) also hasn’t signed an NDA, instead sitting on the sidelines as the process plays out. The tech giant hopes to possibly come into the deal later as a small strategic equity or debt financing partner for the ultimate bidder, in part to protect its existing search deals with Yahoo.

What all of this means is that a lot of this feeding frenzy appears to be a mirage being whipped up by sell-side leaks to the media, rather than legitimate interest (save for Verizon, which everyone agrees is a very interested front-runner). Sources familiar with the situation say to expect fewer than ten first-round offers come Monday’s deadline, and that most of those will be viewed by Yahoo’s board as wildly insufficient, particularly if, per reports, the company is sincerely seeking a $10 billion price tag. (The sale will not include Yahoo’s stakes in Alibaba and Yahoo Japan, which together are currently worth more than Yahoo’s $34.7 billion market cap.)

Moreover, among those who do plan to bid, there has been widespread dissatisfaction with the auction process. “It’s been a f–king joke,” says one senior private equity executive whose firm expects to make an offer.

For starters, most financial bidders were required to listen to a lengthy prerecorded management presentation before Yahoo management would answer questions over the phone.

Very few suitors were granted face-to-face meetings with Yahoo management―Verizon (VZ), IAC (IACI) and Comcast (CMCSA) are said to have been among the lucky few―and even they struggled to extract information from CEO Marissa Mayer and CFO Ken Goldman. For example, they were rebuffed after asking about current revenue projections for Tumblr, the social media outfit that Yahoo acquired for $1 billion in 2013 and wrote down by $230 million last quarter. One likely bidder called Tumblr’s revenue “the most glaring thing that should have been answered and wasn’t.”

What remains unclear, however, is why Yahoo management is behaving so intransigently. One popular theory among bidders is that it’s an open rebellion by Mayer against activist investor Starboard Value LP and board members who want to sell. Bidders, especially private equity firms that don’t necessarily have the next management team lined up, may be scared off by the dysfunction, or not have enough information to make a confident bid. Starboard’s lack of faith in Mayer helped push Yahoo to formally explore strategic alternatives.

“Management is dragging it out to make it as difficult as possible for Starboard,” says one bidder. “[Yahoo] will have made an effort and talked to all these buyers. They’ll say they ran this process for four months and no one was interested.”

J.P. Morgan Chase (JPM) is leading the process for Yahoo, while Goldman Sachs (GS) and Evercore (EVR) are working to defend the company against a possible hostile raid by Starboard or other activist investors. PJT Capital is involved as a sort of management liaison, but is not in direct contact with potential buyers. Qatalyst Partners, the boutique bank founded by Frank Quattrone, made informal inquiries to private equity firms on behalf of Mayer, but the firm has told bidders that it was never formally retained.

By this point, it’s looking like the bankers’ commissions are tied to the number of potential bidders named in the press, rather than if a deal actually happens.

A Yahoo representative declined to comment.

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